Business Intelligence Service Agreement

The terms on which we provide the scOS Business Intelligence Service

Last updated: 14 October 2026

This Service Agreement (the Agreement) sets out the terms on which Smart City Operating System Limited (scOS, we, us, our) provides the Business Intelligence Service to the business customer identified in the Order (the Customer, you, your).

You contract in the course of business, not as a consumer. If you are a consumer, the Home Intelligence Service Agreement applies instead. Consumer legislation, including the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, does not apply to this Agreement.

This Agreement does not apply to the Home Intelligence Service. That Service is governed by the Home Intelligence Service Agreement at scos.co.uk/home-intelligence-service-agreement.

The Agreement comprises these terms, the Order, and the Service Privacy Policy. Where they conflict, this Agreement prevails, then the Order, then the Service Privacy Policy: except that the Order prevails for Charges, billed camera count, cap amounts, term, addresses, deposit and other commercial particulars stated in the Order. The Website Terms of Service are not incorporated for any Service matter.

1. About scOS and how to contact us

  • Trader: Smart City Operating System Limited, registered in England and Wales, company number 13569571, trading as “scOS”.
  • Registered office (legal identity and geographical address): 71 Manor Road, Caddington, Luton, LU1 4EE.
  • Correspondence address (post): 4th Floor, Silverstream House, 45 Fitzroy Street, London W1T 6EB.
  • Hub returns address: Smart City Operating System Limited, 71 Manor Road, Caddington, Luton, LU1 4EE. We prefer to collect the Hub (Schedule 1). Do not post Hubs to the London correspondence address.
  • Email: hello@scos.co.uk.
  • Telephone: +44 (0)333 038 9937.
  • Contact page: Contact Us, the single place for email, telephone and other methods.
  • Data-protection enquiries and complaints: Contact Us or /privacy/complaints/. Postal complaints: Smart City Operating System Limited, 4th Floor, Silverstream House, 45 Fitzroy Street, London W1T 6EB.
  • ICO registration: ZB346678.

All official scOS emails use the scos.co.uk domain. We will never contact you from another domain to ask you to access your Intelligence Hub directly or to share your app or account credentials.

2. The Business Intelligence Service

2.1 What the Service is

The Business Intelligence Service (the Service) is a property-monitoring service for commercial premises in England and Wales. It comprises:

  • an scOS-owned Intelligence Hub (the Hub) supplied to you on loan. The Hub is the only hardware product we manufacture. We do not manufacture or brand cameras, and we do not sell or import them as our product. Cameras at the premises are yours, or are supplied by a third-party installer under a separate contract with that installer. The Hub is compatible with most NVRs;
  • connection of your compatible cameras to the Hub, which ingests their video at the premises and can send output actions to connected devices (for example a spoken warning on speakers);
  • event footage stored on the Hub at the premises. If you have opted for an external hard disk attached to the Hub, 24/7 recording is stored on that disk at the premises;
  • behavioural detection of activity at the premises, performed in our cloud: the Hub does not run the analytics; and
  • alerts and information delivered through the CaelusView portal and the scOS mobile app, and, where you have connected speakers or horns, automated audio voice-challenges at the premises (clause 2.6).

First-party setup of the Hub is included. We may instead post the Hub for self-setup. Camera mounting, cabling and related electrical work are not part of the Service. If you need cameras supplied, fitted or installed, that work is done by a third-party installer who supplies, fits and bills you under their contract. scOS does not take payment for camera supply or camera installation. Title in cameras stays with you or the person who sold them to you.

2.2 How detection works, and what it does not do

The Service uses behavioural detection. It analyses what is happening at the premises and notifies you about activity that may be of interest. It does not identify who a person is.

The Service is probabilistic. Today it does not:

  • use facial recognition;
  • uniquely identify who a person is;
  • match anyone against a database of identities or a watchlist; or
  • classify or maintain lists of “known” or “unknown” people.

It performs detection and classification of what is happening. Detection results are estimates, not certainties. The Service may miss events, or may flag ordinary activity. It is a tool to help you keep an eye on the premises. It is not a guarantee that any particular event will be detected or reported.

We may later add a household or site identity feature (for example so the Service can tell authorised people from strangers, for your security only). That would not be part of the Service until we have given you a new notice, completed a data-protection impact assessment, and put the extra legal steps in place. This paragraph is not consent.

2.3 How we communicate with you

Alerts and Service information are delivered only through CaelusView and the scOS mobile app (including push notifications from that app). We do not deliver Service alerts through WhatsApp, SMS or other third-party messaging platforms.

Notification delivery depends on your devices, operating system, network connection and notification settings, and on third-party platforms (for example Apple and Google push services) that are outside our control. We cannot guarantee that any individual notification will be delivered, or delivered at a particular time.

2.4 Not an emergency service, not a licensed guard, not an accredited installer

The Service is not an emergency service, an alarm-receiving centre, or a monitored-response service. We do not, and are not able to, dispatch police, fire, ambulance, keyholders or guards. No person from scOS watches the premises or receives your alerts. Alerts go to you.

In an emergency, or if you believe a crime is in progress, call 999 immediately. Do not rely on the Service in place of the emergency services or a professionally monitored alarm.

We are not licensed by the Security Industry Authority. We are not NSI or SSAIB accredited. We do not operate an alarm-receiving centre. We do not obtain Unique Reference Numbers for police response. We do not claim that using the Service will reduce your insurance premiums.

2.5 Learning period

Where a camera has automated training contributions switched on, the Service goes through a learning period while it tunes to that camera. For a business premises this can take up to two months from when those contributions are enabled, and again after a significant change to that camera or to the premises. During that period you may receive more alerts than usual. Cameras without training contributions enabled do not go through this learning period. This does not create a guarantee of detection (clause 10.2).

2.6 Automated audio voice-challenges

Where you have connected speakers or horns, the Service may automatically play a spoken warning (a “voice-challenge”) to a person present at the premises. You should know the following before you take the Service:

  • The voice is AI-generated (synthetic). It is not a live person speaking.
  • It is automated. No human at scOS is listening, watching live, or reviewing the message before it plays.
  • It is a deterrent, not a dispatched response. Consistent with clause 2.4, a voice-challenge does not mean anyone has been dispatched and does not mean a security team is responding, because, in this Service, there is none.
  • What it may say. The message is a general warning that the area is private and that the person should leave. It will never claim to recognise or identify a person, accuse anyone of a crime, use anyone's name, or make threats.
  • What a voice-challenge does not do. It is an audible warning and nothing more. It does not send anyone to the premises, does not report anyone to the police or any other authority, and does not cause any other action to be taken about the person challenged. No decision with legal or similar effects for any person is made from it.
  • You cannot turn this feature off yourself. There is no customer switch in CaelusView or the app. If you (the customer) want automated voice-challenges paused or disabled, use Contact Us or tell your scOS Architect. We will pause or disable them for the premises when you ask. A complaint from someone else does not switch the feature off for the premises.
  • Publicly accessible areas. If speakers can be heard on a forecourt, pavement, car park or other place the public can enter, you must operate the feature lawfully as the occupier and CCTV operator (clause 4.2). That includes appropriate signage that mentions audio.
  • Your right to object and to a human review. If you, a worker, a visitor, a neighbour or any other person who was challenged thinks a voice-challenge was wrong, unfair or should not have played, they can object at any time, they do not need to be a customer, using the data-protection complaints route in clause 8.5. A person at scOS will review the alert and the classification that produced the announcement within 14 days, can correct that record, and can take steps to prevent a recurrence. Where the generated words are still held with the alert, we review those words too. Event video stays on the Hub. If the review needs it, we will ask you for it. If a disputed challenge is likely to recur for the same person or situation (for example a worker regularly on site or a neighbour), we will pause automated voice-challenges for that situation while the review is carried out, unless we have a compelling reason not to (for example an active incident).

2.7 Output actions to connected devices

The Hub can send output actions to devices you have connected, including the audio voice-challenge in clause 2.6 and other IoT outputs you attach. Where you connect ordinary smart lighting, the Service can operate that lighting. The Service does not operate locks, heating, shutters, appliances, barriers or alarms unless you have asked us to connect that device as an output. We do not dispatch anyone (clause 2.4).

2.8 What we are first-party for, and what we are not

We are first-party for the Hub, the Hub software, CaelusView, the scOS app, and the detection and alerting we perform.

Cameras, alarms, speakers, network switches, UPS units and cabling are yours or a third-party supplier's, unless we agree in writing to lend you a specific item. We do not warrant equipment we do not own. A fault, outage or misconfiguration in that equipment is not a failure of the Service except to the extent caused by our own negligence in connecting or configuring it under this Agreement.

If we temporarily lend you equipment (for example a satellite dish), it remains our property. You must take reasonable care of it and return it when we ask. Any subscription for that link, such as a Starlink subscription, is between you and that provider unless the Order says we will pay it.

3. Formation, term, renewal and termination

3.1 How the contract is formed

The contract is formed when the first of these happens:

  • you sign an Order;
  • you pay a deposit against an Order; or
  • you complete checkout or otherwise accept these terms in writing.

Paying a deposit is acceptance of this Agreement. There is no consumer cooling-off period. A deposit is credited as the Order states. If you withdraw after acceptance other than for our material breach, the deposit is not refundable except as the Order states. If we cannot perform, we refund the deposit.

The recurring subscription charge starts on the day the Hub is enrolled on your account. That is the day scOS is installed or set up, whether we install it or you do. An earlier order or deposit is not the start of the monthly subscription charge, unless the Order says otherwise.

3.2 Term and renewal

This Agreement begins on the start date in the Order and continues for the initial term stated there (or, if none, on a rolling monthly basis).

Unless the Order says otherwise, the Agreement renews automatically for successive periods equal to the initial term (or month by month if there is no initial term), unless either party gives 30 days’ written notice before the end of the then-current term. No renewal charge is payable for a period that does not begin.

3.3 Termination for cause

Either party may terminate on written notice if the other commits a material breach not remedied within 30 days of notice, or becomes insolvent.

You may also terminate if we persistently fail to supply the Service with reasonable care and skill.

3.4 On termination

Access to the Service and CaelusView ends; the Hub is remotely wiped (export what you wish to keep first); and you must return the Hub within 14 days under Schedule 1.

4. Your responsibilities

4.1 Technical requirements

You must provide and maintain:

  • a broadband or other wide-area connection with at least 0.5 Mbit/s of upload for each IP camera that uses the Intelligence Service, and not less than 2 Mbit/s of upload in total. Above 24 intelligence cameras, the figure scales at 0.5 Mbit/s of upload per intelligence camera. That figure is for the Intelligence Service only. Local recording does not use it;
  • extra upload while someone watches live view from outside the premises. The live picture is the camera's own stream, about 8 Mbit/s per camera watched at the same time on the cameras we measure. Allow 10 Mbit/s of upload per camera being watched, on top of the Intelligence Service figure. Watching on the same network as the Hub does not use this upload;
  • a wired Ethernet connection to the Hub from a trusted network source (the Hub is Ethernet-only); and
  • IP cameras (wired RTSP).

These upload figures come from the analytics feed the Hub actually sends: about one substream image a second per intelligence camera, with headroom so the link is not full.

If you want advice on a UPS (uninterruptible power supply), contact us. We are not responsible for Service performance to the extent it is affected by your connection, network, cameras, power or other equipment outside our control.

Wide-area outages are on you. If your WAN is down, including a satellite link that drops for hours overnight, cloud alerting, remote live view and similar cloud features will not work for that period. Local recording on the Hub may continue if power and the local network remain. That outage is not a breach by us.

4.2 Your duties as a CCTV operator

You are the operator of your CCTV and monitoring system and are responsible for operating it lawfully, including: minimising coverage of neighbouring property and public space; positioning and signage; responding to individuals’ requests about footage of them and to lawful requests from authorities; and using the Service, cameras and footage only for legitimate security and property-monitoring purposes.

Because the Service can play automated audio voice-challenges (clause 2.6), signage that also mentions audio recording and announcements is required wherever speakers can be heard, including on a publicly accessible forecourt.

You are responsible for the recorded footage stored on the Hub. Event footage stays on the Hub, at the premises. If you have opted for an external hard disk attached to the Hub, 24/7 recording is also stored on that disk at the premises. The Hub is compatible with most NVRs. There is no scOS cloud library of event video or of that 24/7 archive. All behavioural detection runs in our cloud: the Hub sends video needed for analysis to us, as described in the Service Privacy Policy. Short frames used for that analysis are processed and then discarded. Alert records and classifications are held in our cloud for a limited period. We have no technical means to access, search or retrieve the recorded-footage archive held on your Hub.

4.3 Monitoring of workers and other people in frame

Where your cameras capture staff, contractors, or other workers, you are responsible, as controller, for discharging your worker-transparency and data-protection obligations , including telling workers that monitoring is taking place, why, and how, carrying out any data-protection impact assessment required, and following the ICO’s employment-practices guidance. You must ensure a lawful basis for monitoring workers and must make workers aware that automated audio voice-challenges may be played. We do not discharge these duties for you and give no advice on them.

You indemnify us against third-party claims to the extent arising from your failure to meet these duties, except to the extent the claim results from our own breach of this Agreement or negligence. This indemnity sits outside the clause 10.5 cap.

4.4 Camera administration and privacy masks

For the duration of the Service you authorise us to hold and use administrator credentials for cameras connected to the Hub, so that we can:

  • apply encoder-level privacy masks to reduce coverage of neighbouring property and public space that is not needed for your security purpose;
  • set NTP, stream profiles and similar operational settings the Service needs; and
  • restore those settings if they are changed in a way that breaks the Service.

You remain the data controller of all footage, including any overspill, and you remain responsible for how cameras are aimed and for people who come onto the premises (your customers, visitors, workers, and members of the public). A privacy mask is a mitigation we apply on your instruction. It does not make overspill lawful and it does not guarantee that no neighbour or public space will appear in frame. You must still site and aim cameras lawfully (clause 4.2).

Where you ask us to apply masks or other camera settings, we will carry out that agreed configuration with reasonable care. After you approve it, the configuration stands until you instruct a change. We do not take over your duties as CCTV operator by doing that work.

Camera administrator access can also open the camera's own live view, independently of the Hub archive. Staff do not use live view except where you have asked us to apply privacy masking and the cameras are under our management. That access is logged and needs your explicit consent. We store credentials in our company secrets vault, unique per camera.

You can change a camera password in CaelusView or the mobile app. If you or a third-party installer change administrator settings, passwords, masks or streams outside that, tell us. If the Service degrades because of that change, the degradation is not our breach to the extent caused by the change.

We are not the manufacturer of the cameras. Camera firmware, default passwords and camera product-security remain the camera manufacturer’s.

4.5 Billed cameras and connected cameras

The Order states the billed camera count, which is the number of cameras receiving the Intelligence Service. That count determines the Charges. You choose which cameras are intelligence cameras.

You may connect further cameras for recording only, provided at least one camera has an active Intelligence subscription and you have external-disk recording. Recording-only cameras are recorded on the Hub or the external disk. They are not part of the Intelligence Service, and we do not run analytics on them, unless you ask us, in CaelusView, the app, or in writing, to include that camera. If you do, and the new count moves you into a higher camera tier, the Charges follow that tier from the date the camera is included.

You are the controller of every connected camera.

4.6 Installation address and billing address

The Hub must stay at the installation address in the Order. The billing address may be different. Both are recorded on the Order. The Service is for premises in England and Wales unless the Order expressly says otherwise.

4.7 Hub care and account security

You must care for the Hub as set out in clause 6 and Schedule 1, and keep credentials secure and unshared.

5. Charges and payment

  • The Charges are those in the Order. We are not VAT registered. VAT is not added unless and until we are registered, in which case we will tell you before any VAT is added. Charges are payable by Direct Debit (or other method in the Order) monthly or annually as stated. The recurring subscription charge starts on enrolment (clause 3.1).
  • The Hub and first-party Hub setup are provided as stated in the Order (typically included at no separate charge). The Hub remains our property (clause 6).
  • Camera supply, mounting and cabling are not charged by us. If you need that work, a third-party installer bills you (clause 2.1). An Order must not put camera hardware or camera installation on an scOS invoice.
  • Price changes. We may change the Charges on 30 days’ written notice, taking effect at the next renewal or as stated. If you do not accept a change, you may terminate before it takes effect, as your exclusive remedy for the change.
  • Late or failed payment. We may suspend the Service on notice for unpaid Charges and charge interest under the Late Payment of Commercial Debts (Interest) Act 1998.

No amount or duration of payment gives you any ownership of, or interest in, the Hub.

6. The Intelligence Hub (loaned equipment) and product security

6.1 The Hub is on loan

The Hub is supplied on loan and remains scOS property at all times. You hold it as bailee for the term. You must keep it at the installation address, not sell, pledge, modify, dismantle, decompile or export it, and return it on termination.

We will repair or replace failed Hub components (or the whole Hub) at no charge while the Service is active and the Hub has been cared for under Schedule 1. If a software update will fix the fault, we will do that. Otherwise we will replace the Hub.

If more than 24 cameras are to receive the Intelligence Service, we may deploy a custom Intelligence Hub server for that workload. It may be included in the subscription, or it may need an additional charge, a deposit, or an advance payment of the monthly subscription, as agreed in the Order.

Full bailment, return and non-return terms are in Schedule 1.

6.2 Anti-tampering

The Hub is our computer. You must not open it, connect to it directly, change its electrical or software settings, or attempt unauthorised access to the Hub, the app, CaelusView, or our systems. That includes hacking, reverse engineering, bypassing security, intercepting traffic, or extracting firmware.

Those acts are a breach. If we reasonably believe you have done any of them, we may suspend or terminate the Service, remotely disable the Hub, require its return, and charge for damage. Because we own the Hub and we have not authorised that access, it can also be a criminal offence under the Computer Misuse Act 1990 (section 1, unauthorised access, and section 3, unauthorised acts that impair operation). Where we believe an offence has been committed, we may report it to the police. We do not promise that a prosecution will follow.

scOS will never ask you to access the Intelligence Hub directly. If anyone claiming to be us asks for your credentials or asks you to open, connect to or modify the Hub, treat it as phishing and check with us.

6.3 Product-security commitments (PSTI)

The Hub is a connectable product. We are its manufacturer.

  • Statement of Compliance. A Statement of Compliance has not yet been issued for any Intelligence Hub. We will issue one and send it to you. We will not wait to be asked. Once a Statement exists, new Hubs will be accompanied by it (in the box or with your confirmation documents).
  • Security updates. Security updates follow the Intelligence Hub itself. The end date is the date published for that Hub when we first supplied it to any customer. A later loan, including a loan to you after another customer has used it, does not start a new period and does not move the end date later or earlier. A Hub first supplied on or after 27 July 2026 is supported until 31 October 2031 unless we extend that date. A Hub we first supplied before 27 July 2026 is supported until 30 June 2028 unless we extend that date. We may extend an end date. We will not bring one forward. Receiving a Hub in a later year does not, by itself, give that Hub a later end date. A new model would have its own period. We do not have to replace every deployed Hub when we release a new model. The Statement of Compliance, when issued, will state the period that was correct when we first supplied that Hub. This commitment is about the Hub. It does not depend on you paying for the Service. It does not stop because this Agreement ends, or because the Hub is loaned to another customer, while that Hub is still inside its support period.
  • Vulnerability reporting. You can report a security vulnerability as described on our vulnerability disclosure page.

This does not apply to cameras or other third-party equipment.

7. Availability, updates and changes

7.1 Availability

We monitor whether the Hub and the connected cameras are online. If the Hub goes offline, we alert you and we are alerted. Do not unplug the Hub unless we advise you to.

For the cloud parts of the Service that we operate, the monthly availability target is 99.5%. The target excludes time caused by your broadband, power, cameras, local network, or anything else outside our control. It is not a promise that any particular event will be detected.

The target excludes planned maintenance we tell you about at least 48 hours ahead, up to 4 hours in that month, and it excludes your broadband, power, wide-area connection (including satellite), cameras and UPS. Detection accuracy is not part of the percentage.

If you claim within 30 days of the end of the month, the credit for missing the target is:

  • below 99.5% but at or above 99.0%: 5% of that month's Charges;
  • below 99.0% but at or above 95.0%: 10%;
  • below 95.0%: 25%.

Credits are applied to a later invoice. They are the financial remedy for missing the target. They are not your only right if we are negligent, and they do not limit death, personal injury or fraud. If the cloud service we operate is below 95% for three months in a row, for causes within our control, you may end the affected Service for cause.

The Service may be unavailable from time to time, including for maintenance and updates. We will try to keep planned maintenance short and, where we reasonably can, to tell you about it in advance.

7.2 What availability does not cover

We are not responsible, except to the extent caused by our negligence, for unavailability caused by your broadband, satellite or other WAN, local network, electricity supply, cameras or UPS, or by third-party push-notification platforms (Apple, Google).

Event footage and any 24/7 recording stay on the Hub or on an external disk at the premises. We do not hold that archive. We are not responsible for loss of those local recordings where the cause is your connection, power, unplugging the Hub, or a disk we do not control. If the Hub itself is faulty, clause 6.1 applies.

7.3 Updates

We issue software and firmware updates often. They can be daily, weekly or monthly. They are applied automatically, including over the air to the Hub, to maintain, improve or secure the Service. Security updates are provided as described in clause 6.3.

7.4 Changes to this Agreement, the Service or the price

We may change this Agreement, the Service or the Charges by giving you at least 30 days’ notice. If you do not accept a change, you may terminate before it takes effect under clause 5. Continuing to use the Service after a change takes effect means you accept it.

8. Data and privacy

How we handle personal data is set out in full in the Service Privacy Policy. In summary, and without limiting that policy:

8.1 Who controls what

  • You are an independent data controller of your cameras and the footage they record, and for how much of other people’s property or public space your cameras cover (clause 4.2), and for monitoring of workers (clause 4.3).
  • scOS is the controller of the detection outputs, alerts and account data it processes in its cloud to provide the Service, and is an independent controller for any model-improvement processing you opt into (clause 8.3). Where we later provide the Service through a white-label partner that operates an alarm-receiving centre, we and that partner would be joint controllers for the live detection and alerting, and you would be told who is responsible for what.

If and to the extent we process personal data as a processor on your behalf under any element of the arrangement, the parties will, before that processing begins, enter into our standard data-processing terms incorporating Article 28(3) UK GDPR.

8.2 Where data is processed

Event footage stays on the Hub, on your premises. If you have opted for an external hard disk, 24/7 recording stays on that disk at the premises. All behavioural detection runs in our cloud: the Hub sends video needed for analysis to us. Short frames used for that analysis are processed and then discarded. Alert records and classifications are held in our cloud for a limited period (see the Service Privacy Policy).

For the cloud parts of the Service we use named service providers. Most cloud processing takes place in the United Kingdom and the European Economic Area (for example secure hosting in Amazon Web Services’ Ireland and London regions). Some features rely on providers located in, or that may route data to, the United States, in particular Modal Labs, Inc. (used to classify short alert-candidate video frames), Google (used to generate written security briefings) and ElevenLabs, Inc. (used to generate the AI voice-challenge in clause 2.6). Who they are, and the transfer position, are set out in the Service Privacy Policy. We do not claim that all processing takes place in the UK or EEA.

8.3 Training Contributions

You may optionally allow footage from a camera to be used to improve our detection models. This is a per-camera setting. It is off by default. It requires your instruction: you can switch it on in CaelusView or the app, or ask us to switch it on. You can withdraw that instruction at any time. No Training Contributions are made unless it has been switched on. Do not switch it on unless you accept what the Service Privacy Policy says about images of people on the premises, including visitors, customers and the public. We do not tell other people which cameras have it enabled. They can ask you.

We do not sell your data, share it with advertisers, or otherwise monetise it.

8.4 Our suppliers

For cloud detection we are an independent controller, not your processor (clause 8.1). The companies named in the Service Privacy Policy are our suppliers. They are not your sub-processors, and this clause is not an Article 28 objection right.

We will tell you before we add a supplier who will process personal data for the detection service, where we reasonably can. If you object on data-protection grounds, you may end the affected Service on 30 days' written notice, without an early-termination charge for that Service.

8.5 Data-protection complaints

Any person may complain about our handling of their personal data at Contact Us, /privacy/complaints/, or by post to Smart City Operating System Limited, 4th Floor, Silverstream House, 45 Fitzroy Street, London W1T 6EB. We acknowledge within 30 days (DPA 2018 s.164A). A human reviews disputed automated classifications (including automated voice-challenges) within 14 days of the complaint. Clause 2.6 explains the pause we apply where a disputed voice-challenge is likely to recur.

Anyone may complain to the ICO at any time at ico.org.uk/make-a-complaint. scOS registration ZB346678.

9. Notices

Notices must be in writing to the addresses in the Order (or, for us, the registered office) or by email to the parties’ nominated addresses, and are treated as received two working days after posting or the next working day after email.

Notices to us may also be sent via Contact Us or to hello@scos.co.uk.

10. Liability

10.1 Liabilities not excluded

Nothing in this Agreement limits or excludes either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot lawfully be excluded or limited.

10.2 No guarantee of detection

The Service is a probabilistic monitoring and alerting tool. It does not guarantee that any event will be detected, notified or acted upon, and it is not an alarm-receiving centre, monitored-response or emergency service.

The Service is a detection aid, not a guarantee that an incident will be prevented or detected. A failure to detect is not a breach unless it results from our negligence. We do not exclude liability for negligence. Liability for it, other than death or personal injury, is limited by clause 10.5. Loss at the premises remains yours to insure (clause 10.4), except to that extent. Clause 10.3 limits other kinds of financial loss. Read clauses 10.1, 10.2, 10.3 and 10.5 together.

If a court holds that this clause 10.2 is unenforceable in any respect, clause 10.5 still applies.

10.3 Excluded losses (mutual)

Neither party is liable to the other for loss of profit, revenue, business, contracts, anticipated savings, goodwill or data, or for any indirect or consequential loss, however arising. This clause does not limit your indemnity in clause 4.3.

10.4 Insurance

The Service is not insurance and is not a substitute for it. Our fees are not insurance premiums. We are not an insurer. We do not insure you, your premises, stock, vehicles or contents against loss.

You should arrange and maintain appropriate property, contents and business-interruption insurance covering the risks the Service is intended to help detect. To the extent you obtain such cover, you shall use reasonable efforts to procure that your insurers waive rights of subrogation against us in respect of insured losses.

We may hold insurance for our own business. We make no representation that we hold any particular policy or any particular limit, and any insurance we hold is not for your benefit unless the law requires. You should not rely on us as your insurer.

The Charges reflect the fact that you, not scOS, carry these property risks and insure against them.

10.5 Cap on remaining liability

This clause 10.5 does not apply to any liability listed in clause 10.1, which is unlimited. Subject to clauses 10.1 to 10.4, each party's total liability to the other arising from events in any 12-month period is capped at the greater of:

  • £10,000; and
  • 150% of the Charges you actually paid us in the 12 months before the claim (or, if the Service has run for less than 12 months, 150% of the Charges paid in that shorter period).

Worked example: if you paid £2,400 in the previous 12 months, 150% is £3,600, so the cap is £10,000. If you paid £8,000, 150% is £12,000, so the cap is £12,000. The Order may state different amounts. The cap is per 12-month period, not per incident inside that period.

This cap does not apply to your indemnity in clause 4.3, to the Charges themselves, or to the non-return charge under Schedule 1.

The figures in this clause 10.5 are stated in, and may be varied through, the Order. We will consider any variation you propose before signature. You acknowledge that you enter into this Agreement in the course of business, that you have read clause 10, and that you have had the opportunity to take independent legal advice and to propose different cap amounts through the Order.

11. Force majeure

Neither party is liable for any failure or delay caused by events outside its reasonable control, wherever they happen (power or internet failures, third-party platform or supplier failures, extreme weather, fire, flood, pandemic, war, sanctions, failure of an undersea cable, a cloud-region outage that party does not control, industrial action, or acts of government). This does not excuse a security update we are still able to issue, and it does not excuse Charges that are already due. A party so affected notifies the other; if the event continues beyond 30 days, either party may terminate the affected Service.

Customer-side WAN, including satellite, is not force majeure for you: it is your responsibility under clause 4.1.

12. Intellectual property and software licence

We (or our licensors) own, or are licensed to use, the Hub software, the app, the CaelusView portal and the other software that delivers the Service. We grant you a non-exclusive, non-transferable, revocable licence to use the app and portal during the term solely to receive and manage the Service. You must not copy, modify, distribute, sell, sub-licence or reverse-engineer them, except to the extent the law permits despite this restriction.

Data captured by your cameras remains yours, subject to the model-improvement opt-in (clause 8.3).

13. Confidentiality

Each party keeps the other’s confidential information confidential and uses it only to perform this Agreement, save where disclosure is required by law or a regulator, or the information is or becomes public without breach, was already lawfully held, or is independently developed. Each party may disclose the other’s confidential information to its officers, employees, insurers and professional advisers who need it for this Agreement and are bound by equivalent obligations. This clause survives termination for three years. Where the parties have signed a separate mutual confidentiality agreement covering the Service, that agreement prevails over this clause.

14. General

  • Assignment. Neither party may assign without the other’s consent (not unreasonably withheld), save that we may assign to a successor to our business on notice.
  • Entire agreement. This Agreement (including Schedule 1), the Order and the Service Privacy Policy are the entire agreement for the Service and supersede prior discussions and representations, save that nothing excludes liability for fraud or fraudulent misrepresentation. Precedence: (1) this Agreement, including Schedule 1; (2) the Order; (3) the Service Privacy Policy: except that the Order prevails for Charges, billed camera count, cap amounts, term, addresses, deposit and other commercial particulars stated in the Order. The website Terms of Service are not incorporated.
  • No third-party rights save as expressly stated.
  • Severance. If any part is unenforceable, the rest continues.
  • Governing law and jurisdiction. England and Wales; the courts of England and Wales have exclusive jurisdiction.

15. Acceptance

The person who signs the Order, pays the deposit, or completes checkout confirms that they are authorised to bind the Customer.

By doing any of those things, the Customer agrees to this Agreement and the Service Privacy Policy.

Schedule 1: Hub bailment, return and non-return

These terms form part of this Agreement. The website Terms of Service do not apply to the Service.

1. Title and bailment. The Hub, its power supply and any accessories remain scOS property at all times. You take and hold the Hub as bailee for the term and acquire no title.

2. Permitted use and care. You shall: keep the Hub at the installation address in the Order; keep it indoors, ventilated and within a reasonable temperature and humidity range; connect it only by wired Ethernet to a trusted network source; and not sell, pledge, charge, lease, sub-bail, modify, open, dismantle, decompile, affix as a fixture, or export it, or remove or obscure any label, without our prior written consent.

3. Risk. From delivery until the Hub is received back by us or our carrier, you bear risk of loss of or damage to the Hub other than loss or damage caused by fair wear and tear or by our own act, default or defective supply.

4. Anti-tampering and remote disablement. Unauthorised access to, or tampering with, the Hub or its software is prohibited. Where you breach this Schedule, we may suspend or terminate the Service, remotely disable the Hub, and require its return.

5. Return on termination. On expiry or termination you shall, within 14 days, return the Hub and its power supply. We prefer to collect it. If we cannot collect, you post it to the Hub returns address in clause 1 (71 Manor Road, Caddington, Luton, LU1 4EE), with a piece of paper stating your Account Id (find it in CaelusView under System → Account → Account Id). Risk passes back to us on receipt by us or our carrier. Do not post Hubs to the London correspondence address.

6. Non-return charge. If the Hub is not in our hands within the 14-day return period, we invoice £156 (or the amount in the Order), because that Hub is not available for the next customer, and £12 if the power supply is not returned. We are not VAT registered, so VAT is not added. A return within the 14 days, in the condition reasonably expected after reasonable care, is not charged. If you return the Hub undamaged after the 14 days, we refund the £156 and keep £30 for the delay. The charge reflects our cost of sourcing, securely provisioning, keying and shipping a replacement. A written breakdown is available on request. We do not keep both the Hub and the £156. The charge sits outside the clause 10.5 cap.

7. Repair and replacement. While the Service is active and the Hub has been cared for under this Schedule, we will repair or replace failed Hub components, or the whole Hub, at no separate charge.

8. Product-security (PSTI). The product-security commitments in clause 6.3 apply to the Hub independently of this Schedule and of the subscription.